Common use of Requirements for Assignment of Customer Agreement Clause in Contracts

Requirements for Assignment of Customer Agreement. Dell shall only be required to take assignment of a Customer Agreement pursuant to Clause 6.4.C.(a) if: (i) the applicable Customer Agreement: (1) unconditionally obligates the Customer to pay for the APEX Service in amounts that equal or exceed the amounts You are obligated to pay Dell for the remainder of the Subscription Term, and the payment structure of the Customer Agreement is substantially similar to the payment structure under the APEX Agreement; (2) states the Customer’s obligation to pay for the APEX Service is unconditional by explicitly stating such obligations are “absolute, unconditional and non-cancellable and shall not be subject to any abatement, reduction, set off, defense, delay or counterclaim for any reason whatsoever;”; (3) names Dell as a third party beneficiary; (4) states that Material Decline in Financial Condition of Customer is an event constituting default, or material breach, of the Customer Agreement, and that Reseller’s rights in remedy of such breach or default are equivalent to the rights Dell has in remedy against You in an Event of Default, listed in Clause 6.3.B. above, each remedy being cumulative and not alternative, and able be enforced separately or together; (3) includes Reseller’s and Customer’s consent to assignment of the Customer Agreement from Reseller to Dell, without notice, upon the occurrence of Material Decline in Financial Condition of Customer; (4) may not include the provision of any products or services which are not included in APEX Service; and, (5) meets all the requirements of Clause 2.1.C above; (ii) the Customer is not otherwise in default or material breach of the Customer Agreement or the APEX Agreement; (iii) Reseller has, if requested by Dell, and where applicable, promptly provided the Customer with a notice indicating the Customer is in default or material breach of the Customer Agreement; and, (iv) the Reseller Agreement provides that the Reseller shall assign all its rights in the Customer Agreement upon the occurrence of Material Decline in Financial Condition of Customer.

Requirements for Assignment of Customer Agreement. Dell shall only be required to take assignment of a Customer Agreement pursuant to Clause 6.4.C.(a) if: (i) the applicable Customer Agreement: (1) unconditionally obligates the Customer to pay for the APEX Service in amounts that equal or exceed the amounts You are obligated to pay Dell for the remainder of the Subscription Term, and the payment structure of the Customer Agreement is substantially similar to the payment structure under the APEX Agreement; (2) states the Customer’s obligation to pay for the APEX Service is unconditional by explicitly stating such obligations are “absolute, unconditional and non-cancellable and shall not be subject to any abatement, reduction, set off, defense, delay or counterclaim for any reason whatsoever;”; (3) names Dell as a third party beneficiary; (4) states that Material Decline in Financial Condition of Customer is an event constituting default, or material breach, of the Customer Agreement, and that Reseller’s rights in remedy of such breach or default are equivalent to the rights Dell has in remedy against You in an Event of Default, listed in Clause 6.3.B. above, each remedy being cumulative and not alternative, and able to be enforced separately or together; (3) includes Reseller’s and Customer’s consent to assignment of the Customer Agreement from Reseller to Dell, without notice, upon the occurrence of Material Decline in Financial Condition of Customer; (4) may not include the provision of any products or services which are not included in APEX Service; and, (5) meets all the requirements of Clause 2.1.C above; (ii) the Customer is not otherwise in default or material breach of the Customer Agreement or the APEX Agreement; (iii) Reseller has, if requested by Dell, and where applicable, promptly provided the Customer with a notice indicating the Customer is in default or material breach of the Customer Agreement; and, (iv) the Reseller Agreement provides that the Reseller shall assign all its rights in the Customer Agreement upon the occurrence of Material Decline in Financial Condition of Customer.